Shareholders Agreement: majority/minority shareholders
Shareholders Agreement between majority (more than 50% of shares held) and minority (less than 50% of shares held) in a private limited company, with control provisions for the majority shareholder and minority shareholder protections for the minority shareholder.
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When do I use this document?
- for a company which has a majority shareholder and one or more minority shareholders
- for provisions enabling the majority shareholder to control decision-making and other matters
- for minority shareholder protections, including director appointment rights and rights to approve reserved matters
- for a private limited company incorporated in England and Wales
What are the key features?
- full form shareholders agreement
- 30 clauses and 3 schedules over 31 pages
- clauses relating to the following matters:
- business of the company
- shareholder roles and services
- shareholdings
- funding
- director appointment rights and board decision-making
- shareholder decision-making
- dividends
- matters requiring prior approval of specified shareholders (reserved matters)
- future share issues
- transfers of shares, including permitted transfers, pre-emption rights, compulsory transfer events, drag-along rights and tag-along rights
- shareholder information rights
- shareholder restrictive covenants
- duration and termination
What other documents are available?
For a Shareholders Agreement for a company with equal 50/50 shareholdings, see
When do I use this document?
- for an investment transaction
- where the subject company will agree a period of exclusivity with the investor
- for a longer form agreement with strong legal protections for the investor
What are the key features?
- 13 clauses over 6 pages
- definitions of Exclusivity Period, Proposed Transaction, Restricted Activity and Restricted Discussions
- exclusivity undertakings from the company in favour of the proposed investor
- rights and remedies for the proposed investor, including indemnity for breach and indemnity for costs
What other documents are available?
For a shorter form of exclusivity agreement for an investment transaction, see
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Updated by a lawyer on 21/07/2025
- Updated By a lawyer on
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